For those who followed GIFS, some of these names will bring
back the days of published lies and no retractions:
IPO coming out soon.
sec.gov
Streamedia depends on the efforts of certain members of senior management,
particularly James Rupp (President and Chief Executive Officer), Gayle Essary
(Vice President of Strategic Development), and Nicholas Malino (Chief Financial
Officer). The loss of one or more of these individuals could adversely affect
Streamedia's business operations or prospects. These individuals have entered
into employment agreements, but Streamedia cannot guarantee that any of these
individuals will continue to serve in his current capacity or for what time
period this service might continue.
shapeType202fFlipH0fFlipV0lTxid216268
e1You
will incur immediate and substantial dilution by purchasing securities in this
offering. You will incur immediate and substantial dilution by purchasing
securities in this offering. Our current shareholders acquired their shares at a
cost per share substantially below the price in this offering. After the
offering, the current shareholders will experience a substantial increase in the
value of their holdings. Also, the public offering price of the units will be
substantially higher than the current book value per share. Therefore, you will
incur an immediate and substantial dilution of your investment as it relates to
the book value of the shares after completion of this offering. See "Dilution."
shapeType202fFlipH0fFlipV0lTxid104
0lineStyle1Principal
shareholders will own 63.9% of the shares outstanding, and you will have minimal
influence on shareholder decisions.
Principal shareholders will own 63.9% of the shares outstanding, and you will
have minimal influence on shareholder decisions.
Our officers and directors will own approximately 63.9% of the outstanding
shares after this offering. These shareholders will be able to control the vote
on election of directors and to substantially impact the vote on other matters
submitted to shareholders. If these shareholders act together they will be able
to substantially impact any vote of the stockholders and exert considerable
influence over our affairs. You and the other investors will have minimal
influence on shareholder actions. See "Principal Shareholders."
168fFitShapeToText0lineWidth38100lineStyle1You
may not have the benefit of an active trading market for your shares. You may
not have the benefit of an active trading market for your shares.
Prior to this offering, there was no public market for the units or the common
stock. Streamedia intends to apply for listing of the units, shares, and
warrants on The Nasdaq SmallCap Market. We cannot assure you that our listing
application will be approved. Even if such listing is approved, there may not be
a meaningful, sustained market for the units. Streamedia cannot assure that an
active trading market for the units will develop or continue. Therefore, you may
be unable to sell your units at a favorable price.
The offering price for the units is not based on the value of Streamedia.
The offering price for the units was determined by negotiation between
Streamedia and the underwriters. You should not assume that the offering price
bears any relationship to asset value, net worth or other generally accepted
measure of value. Recent history relating to the market prices of newly public
companies indicates that the market price of the units following this offering
may be highly volatile. See "Plan of Distribution."
Our accountantants have determined that there are doubts about our ability to
continue as a going concern..
As a result of Streamedia's current financial condition, our independent
certified public accountants have modified their report on our financial
statementsas of end for the period from April 29, 1998 (date of inception) to
December 31, 1998. Our independent certified public accountants' report on the
financial statements includes an ex[planitory paragraph stating that
Streamedia's existinse is dependent upon their abbility to obtain additional
capital, amoung other things, raises substantial doubt about
our ability to continue as going concern.
As of December 31, 1998, Streamedia's net tangible book value was a negative
$(61,260) or $(0.02) per share based on 3,025,000 shares outstanding. The net
tangible book value is the aggregate amount of its tangible assets less its
total liabilities. The net tangible book value per share represents the total
tangible assets, less total liabilities, divided by the number of shares
outstanding. After giving effect to (i) the sale of 1,000,000 units at an
assumed offering price of $8.50 per unit, and (ii) the application of the
estimated net proceeds, the pro forma net tangible book value would increase to
$7,163,740 or $1.78 per share. This represents an immediate increase in net
tangible book value of $1.80 per share to current shareholders and an immediate
dilution of $6.72 per share to new investors or 79.1% as illustrated in the
following table:
Directors and Executive Officers
Our directors and executive officers as of February 10, 1999 are identified
below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name Age Position
James D. Rupp 38 President, Chief Executive Officer & Director
Gayle Essary 58 Vice President & Director
Nicholas Malino 48 Chief Financial Officer & Director
David Simonetti 29 Director
Henry Siegel 56 Director
Robert Wussler 60 Director
</TABLE>
James D. Rupp - President $ 104,000 -- --
& CEO
- --------------------------- --------------- -------------- ---------------------
Gayle Essary - Vice 84,000 -- --
President
- --------------------------- --------------- -------------- ---------------------
Nicholas Malino - CFO 84,000 100,000(1)
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1998 and 1999, and since the inception of Streamedia, certain e-mail
distribution systems owned and/or administered by one or both of two of our
major shareholders, IRI, Inc. ("IRI"), and Capital Markets Communications,
Inc. ("CapMark"), were provided to us for our StreamWire division and its
predecessor at no cost. The three companies foresee continuing synergies in
the mutual development of opt-in distributions which may benefit any or all
of the companies, and their respective separate business activities. We
also anticipate that the two companies will become customers of StreamWire
for the distribution of press releases and announcements. Also, IRI and to
some extent, CapMark are expected to continue to provide marketing and
promotion support for Streamedia, and to utilize the streaming broadcast
distributions of Streamedia Broadcast and Streamedia Networks whenever
possible for themselves and their respective clients.
James D. Rupp (1) 1,155,000 38.2% 1,155,000 28.7%
200 Walter Avenue, Hasbrouck Heights, NJ
07604
Gayle Essary (2) 890,000 29.4% 890,000 22.1%
5605 Woodview, Austin, Texas 78756
Capital Markets Communications, Inc.(3) 300,000 9.9% 300,000 7.5%
Nicholas Malino 150,000 5.0% 150,000 3.7%
250 W. 90th Street, # PH2A, New York, NY
10024
David Simonetti (4) 75,000 2.5% 75,000 1.9%
1845 Mintwood Place, # 104, Washington, DC
20009
Henry Siegel 0 - 0 0
Robert Wussler 0 - 0 -
--------------- -------------- ---------------- --------------
--------------- -------------- ---------------- --------------
All Executive Officers and Directors as a 2,570,000 85.0% 2,570,000 63.9%
group (6 persons)
--------------- -------------- ---------------- --------------
- -----------
</TABLE>
(1) Mr. Rupp's shares are owned through two companies in which Mr. Rupp is the
owner. (2) In addition to Mr. Essary's direct holdings (590,000 shares), the
balance are owned by a company
in which Mr. Essary is the principle shareholder.
(3) This company is controlled by certain executive officers and directors of
Streamedia. (4) Mr. Simonetti's shares are owned through a company in which Mr.
Simonetti is the owner. |
